SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.   20549

                                   FORM 10-Q




/X/    QUARTERLY  REPORT  PURSUANT  TO  SECTION  13  OR  15(d)  OF  THE
        SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended               March 31, 1996
                               -----------------------------------------
                                       OR

/  /    TRANSITION  REPORT  PURSUANT TO  SECTION  13  OR  15(d)  OF  THE
        SECURITIES EXCHANGE ACT OF 1934

For the transition period from                to
                               --------------    ---------------

Commission file number     1-1405

                         Delmarva Power & Light Company
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

    Delaware and Virginia                                 51-0084283
- ---------------------------                            -------------------
  (States of incorporation)                            (I.R.S. Employer
                                                       Identification No.)

800 King Street, P.O. Box 231, Wilmington, Delaware         19899
- ---------------------------------------------------       ----------
      (Address of principal executive offices)            (Zip Code)

Registrant's telephone number, including area code	302-429-3089
                                                        ------------

Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act 
of 1934 during the preceding 12 months (or for such shorter period that the 
registrant was required to file such reports),  and (2) has been subject to 
such filing requirements for the past 90 days.

                                          Yes    X          No
                                              -------          -------

Indicate the number of shares outstanding of each of the issuer's classes 
of common stock, as of the latest practicable date.

            Class                             Outstanding at April 30, 1996
- -----------------------------                 -----------------------------
Common Stock, $2.25 par value                       60,754,568 Shares

                         DELMARVA POWER & LIGHT COMPANY
                         ------------------------------

                               Table of Contents
                               -----------------

                                                                   Page No.
                                                                   --------

Part I.   Financial Information:

             Consolidated Balance Sheets as of March 31, 1996
             and December 31, 1995.................................     2-3

             Consolidated Statements of Income for the three
             months ended March 31, 1996 and 1995..................       4

             Consolidated Statements of Cash Flows for the
             three months ended March 31, 1996 and 1995............       5

             Notes to Consolidated Financial Statements............    6-10

             Selected Financial and Operating Data.................      11

             Management's Discussion and Analysis of Financial
             Condition and Results of Operations...................   12-16

Part II.  Other Information and Signature..........................   17-22

                                      -1-

                         PART I.  FINANCIAL INFORMATION

                         DELMARVA POWER & LIGHT COMPANY
                         ------------------------------
                          CONSOLIDATED BALANCE SHEETS
                             (Dollars in Thousands)
                                  (Unaudited)
                                  -----------



                                                          March 31,      December 31,
                                                            1996             1995
                           ASSETS                        ----------       ----------
                           ------
                                                                   
UTILITY PLANT, AT ORIGINAL COST:
   Electric...........................................   $2,973,888       $2,942,969
   Gas................................................      212,292          208,245
   Common.............................................      128,226          130,949
                                                         ----------       ----------
                                                          3,314,406        3,282,163
   Less:  Accumulated depreciation....................    1,213,282        1,189,269
                                                         ----------       ----------
   Net utility plant in service.......................    2,101,124        2,092,894
   Construction work-in-progress......................       96,208          105,588
   Leased nuclear fuel, at amortized cost.............       31,280           31,661
                                                         ----------       ----------
                                                          2,228,612        2,230,143
                                                         ----------       ----------

INVESTMENTS AND NONUTILITY PROPERTY:
   Investment in leveraged leases.....................       48,214           48,367
   Funds held by trustee..............................       33,285           36,275
   Other investments and nonutility property, net.....       54,402           54,781
                                                         ----------       ----------
                                                            135,901          139,423
                                                         ----------       ----------

CURRENT ASSETS:
   Cash and cash equivalents..........................       41,307           28,951
   Accounts receivable:
       Customers......................................      119,415          116,606
       Other..........................................       17,747           14,630
   Deferred energy costs..............................       10,277               --
   Inventories, at average cost:
       Fuel (coal, oil, and gas)......................       22,646           30,076
       Materials and supplies.........................       36,492           36,823
   Prepayments........................................        7,713           12,969
   Deferred income taxes, net.........................           --            5,400
                                                         ----------       ----------
                                                            255,597          245,455
                                                         ----------       ----------

DEFERRED CHARGES AND OTHER ASSETS:
   Prepaid pension cost...............................       19,549           16,899
   Unamortized debt expense...........................       12,072           12,256
   Deferred debt refinancing costs....................       23,321           23,972
   Deferred recoverable income taxes..................      147,828          151,250
   Other..............................................       52,452           47,287
                                                         ----------       ----------
                                                            255,222          251,664
                                                         ----------       ----------

TOTAL ASSETS                                             $2,875,332       $2,866,685
                                                         ==========       ==========


See accompanying Notes to Consolidated Financial Statements.

                                     - 2 -

                         DELMARVA POWER & LIGHT COMPANY
                         ------------------------------
                          CONSOLIDATED BALANCE SHEETS
                             (Dollars in Thousands)
                                  (Unaudited)
                                  -----------



                                                          March 31,      December 31,
                                                            1996             1995
             CAPITALIZATION AND LIABILITIES              ----------       ----------
             ------------------------------
                                                                  
CAPITALIZATION:
   Common stock.......................................     $136,717         $136,713
   Additional paid-in capital.........................      506,138          506,298
   Retained earnings..................................      291,244          281,862
   Unearned compensation..............................       (2,255)          (1,433)
                                                         ----------       ----------
       Total common stockholders' equity..............      931,844          923,440

   Preferred stock....................................      168,085          168,085

   Long-term debt.....................................      853,585          853,904
                                                         ----------       ----------
                                                          1,953,514        1,945,429
                                                         ----------       ----------

CURRENT LIABILITIES:
   Short-term debt....................................       52,615           63,154
   Long-term debt due within one year.................        1,507            1,485
   Variable rate demand bonds.........................       86,500           86,500
   Accounts payable...................................       67,751           64,056
   Taxes accrued......................................       15,000            4,802
   Interest accrued...................................       21,057           16,355
   Dividends declared.................................       23,368           23,426
   Current capital lease obligation...................       12,590           12,604
   Deferred energy costs..............................           --              222
   Deferred income taxes, net.........................          958               --
   Other..............................................       25,633           33,595
                                                         ----------       ----------
                                                            306,979          306,199
                                                         ----------       ----------

DEFERRED CREDITS AND OTHER LIABILITIES:
   Deferred income taxes, net.........................      518,350          519,597
   Deferred investment tax credits....................       44,421           45,061
   Long-term capital lease obligation.................       20,330           20,768
   Other..............................................       31,738           29,631
                                                         ----------       ----------
                                                            614,839          615,057
                                                         ----------       ----------

TOTAL CAPITALIZATION AND LIABILITIES                     $2,875,332       $2,866,685
                                                         ==========       ==========


See accompanying Notes to Consolidated Financial Statements.

                                     - 3 -

                         DELMARVA POWER & LIGHT COMPANY
                         ------------------------------
                       CONSOLIDATED STATEMENTS OF INCOME
                             (Dollars in Thousands)
                                  (Unaudited)
                                  -----------




                                                              Three Months Ended
                                                                   March 31
                                                            ----------------------
                                                              1996         1995
                                                            ---------    ---------
                                                                   
OPERATING REVENUES
 Electric.................................................   $246,939     $215,409
 Gas......................................................     45,691       42,191
                                                            ---------    ---------
                                                              292,630      257,600
                                                            ---------    ---------
OPERATING EXPENSES
 Electric fuel and purchased power........................     81,719       73,881
 Gas purchased............................................     23,743       23,087
 Operation and maintenance................................     73,170       53,638
 Depreciation.............................................     29,633       26,883
 Taxes other than income taxes............................     11,089       10,067
 Income taxes.............................................     22,716       21,792
                                                            ---------    ---------
                                                              242,070      209,348
                                                            ---------    ---------
OPERATING INCOME..........................................     50,560       48,252
                                                            ---------    ---------

OTHER INCOME
 Nonutility Subsidiaries
  Revenues and gains......................................     13,307       12,147
  Expenses including interest and income taxes............    (11,254)     (10,248)
                                                            ---------    ---------
      Net earnings of nonutility subsidiaries.............      2,053        1,899
 Allowance for equity funds used during construction......        225          184
 Other income, net of income taxes........................        (82)         386
                                                            ---------    ---------
                                                                2,196        2,469
                                                            ---------    ---------
INCOME BEFORE UTILITY INTEREST CHARGES....................     52,756       50,721
                                                            ---------    ---------

UTILITY INTEREST CHARGES
 Interest expense.........................................     18,219       15,854
 Allowance for borrowed funds used during construction....       (606)        (541)
                                                            ---------    ---------
                                                               17,613       15,313
                                                            ---------    ---------

NET INCOME................................................     35,143       35,408
DIVIDENDS ON PREFERRED STOCK..............................      2,440        2,519
                                                            ---------    ---------
EARNINGS APPLICABLE TO COMMON STOCK.......................    $32,703      $32,889
                                                            =========    =========

COMMON STOCK
 Average shares outstanding (000).........................     60,759       59,738
 Earnings per average share...............................      $0.54        $0.55
 Dividends declared per share.............................  $0.38 1/2    $0.38 1/2


See accompanying Notes to Consolidated Financial Statements.

                                     - 4 -

                         DELMARVA POWER & LIGHT COMPANY
                         ------------------------------
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Dollars in Thousands)
                                  (Unaudited)
                                  -----------



                                                                   Three Months Ended
                                                                        March 31
                                                                  --------------------
                                                                    1996          1995
                                                                  -------       -------
                                                                          
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net income................................................    $35,143       $35,408
    Adjustments to reconcile net income to
     net cash provided by operating activities:
       Depreciation and amortization..........................     31,136        29,337
       Allowance for equity funds used during construction....       (225)         (184)
       Investment tax credit adjustments, net.................       (640)         (646)
       Deferred income taxes, net.............................      8,534        (1,987)
       Net change in:
         Accounts receivable..................................     (5,926)        1,362
         Inventories..........................................      7,761        11,516
         Accounts payable.....................................      3,695       (11,236)
         Other current assets & liabilities*..................        379        32,832
       Other, net.............................................       (258)       (1,824)
                                                                  -------       -------
Net cash provided by operating activities.....................     79,599        94,578
                                                                  -------       -------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Construction expenditures, excluding allowance for funds
     used during construction.................................    (27,445)      (22,393)
    Allowance for borrowed funds used during construction.....       (606)         (541)
    Investment in subsidiary projects and operations..........     (1,023)         (712)
    (Increase)/decrease in bond proceeds held in trust funds..      4,263          (123)
    Deposits to nuclear decommissioning trust funds...........     (1,060)         (644)
    Other, net................................................     (2,058)         (536)
                                                                  -------       -------
Net cash used by investing activities.........................    (27,929)      (24,949)
                                                                  -------       -------
CASH FLOWS FROM FINANCING ACTIVITIES:
    Dividends: Common.........................................    (23,325)      (22,873)
               Preferred......................................     (2,495)       (2,302)
    Issuance of common stock..................................         56         6,518
    Purchase of common stock..................................     (1,200)       (1,223)
    Retirement of long-term debt..............................       (308)         (273)
    Principal portion of capital lease payments...............     (1,503)       (2,454)
    Net change in term loan...................................         --       (45,000)
    Net change in short-term debt ............................    (10,539)        5,981
                                                                  -------       -------
Net cash used by financing activities.........................    (39,314)      (61,626)
                                                                  -------       -------
Net change in cash and cash equivalents.......................     12,356         8,003
Cash and cash equivalents at beginning of period..............     28,951        25,029
                                                                  -------       -------
Cash and cash equivalents at end of period....................    $41,307       $33,032
                                                                  =======       =======


*Other than debt classified as current and current deferred income taxes.

See accompanying Notes to Consolidated Financial Statements.

                                     - 5 -

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------


1.  INTERIM FINANCIAL STATEMENTS
    ----------------------------

The consolidated financial statements include the accounts of the Company 
and its wholly-owned subsidiaries.  The statements reflect all adjustments 
necessary in the opinion of the Company for a fair presentation of interim 
results.  They should be read in conjunction with the Company's 1995 Annual 
Report to Stockholders and Part II of this Report on Form 10-Q for 
additional relevant information.


2.  PURCHASE OF CONOWINGO POWER COMPANY
    -----------------------------------

As previously disclosed in Note 4 to the Consolidated Financial Statements 
of the Company's 1995 Annual Report to Stockholders, on June 19, 1995, the
Company acquired Conowingo Power Company (COPCO), which was merged into the 
Company and now is being operated as the Conowingo District.  Operating 
results of the Conowingo District after June 19, 1995 are included in the 
Company's Consolidated Statement of Income.


3.  SALEM NUCLEAR GENERATING STATION
    --------------------------------

The Company owns 7.41% of Salem Nuclear Generating Station (Salem), which 
consists of two pressurized water nuclear reactors (PWR) and is operated by 
Public Service Electric & Gas Company (PSE&G).  As of March 31, 1996, the 
Company's net investment in plant in service for Salem was approximately
$57 million for Unit 1 and $61 million for Unit 2, including common plant 
allocated between the two units.  Each unit represents approximately 2% of
the Company's total assets and approximately 3% of the Company's installed
electric generating capacity.

Salem Units 1 and 2 were removed from operation by PSE&G on May 16, 1995, 
and June 7, 1995, respectively, due to operational problems and maintenance 
concerns.  On June 9, 1995, PSE&G advised the Nuclear Regulatory Commission 
(NRC) that it would keep both units off-line until the maintenance 
necessary for safe, reliable operation is completed.  NRC approval is 
required to restart the units.

The Company has been informed by PSE&G of the following.  With respect to 
Unit 1, the most recent inspection of the steam generators is not complete, 
but partial results from inspections in February 1996 using a new testing 
technology indicated degradation in a significant number of tubes.  PSE&G 
has removed several tubes for laboratory examination to confirm the results 
of the inspections.  The Salem co-owners have been evaluating several 
options which include repair of degraded tubes by sleeving at locations 
found to contain crack-like indications, replacement of the steam 
generators with existing unused steam generators from a utility that had 
previously canceled a new plant, or repair for an interim period and then 
replacement of the steam generators with newly constructed steam 
generators.  These evaluations are expected to be completed in May 1996.  
Implementation of one or more of these options may enable Unit 1 to return 
to service by mid-1997.  Degradation of steam generators in PWRs has become 
of increasing concern for the nuclear industry and has resulted in 
utilities repairing or replacing steam generators and, in the extreme, 
retiring nuclear power reactors.

                                     - 6 -

With respect to the repair and replacement options for Unit 1, PSE&G has
informed the Company of the following.  The option to repair the degraded 
tubes by sleeving has an estimated cost ranging from $19 million to $38 
million, of which the Company's share would range from $1 million to $3
million and be expensed as incurred.  Repairing the tubes is expected to 
allow Unit 1 to operate for up to three years; however, additional 
inspections, repairs, and/or mid-cycle outage costs may be necessary.  The 
option to replace Unit 1's steam generators with existing unused steam
generators from a utility that had previously canceled a new plant has an 
estimated cost ranging from $150 million to $170 million, of which the 
Company's share would range from $11 million to $12 million, and would
permit the unit to operate for the remainder of its license term.  The 
option to repair the degraded tubes followed by replacement with newly 
constructed steam generators (at a cost similar to the existing unused 
steam generators) has an estimated total cost of $169 million to $208 
million, of which the Company's share would range from $12 million to $15
million.  The Company expects that the costs to replace the steam
generators would be capitalized.

PSE&G also has informed the Company that preliminary results from 
inspections of the Unit 2 steam generators in February 1996 using the new 
testing technology confirm that the condition of the Unit 2 steam 
generators is within current repair limits.  PSE&G also has removed several 
tubes from the Unit 2 steam generators for laboratory analysis to confirm 
the results of testing.  As a result of the extent of the degradation in 
the Unit 1 steam generators, PSE&G is focusing its efforts on the return of 
Unit 2 to service by the end of August 1996.  The conduct of the additional 
steam generator inspections and testing on Unit 2 is not expected to affect 
the timing of its restart.  However, the Company cannot predict when the 
NRC will approve the restart of the unit or when the restart actually will 
occur.

In 1995, the Company incurred higher than expected operation and 
maintenance costs at Salem of approximately $5 million, which were expensed 
as incurred.  Based on PSE&G's current estimates, the Company estimates
that its share of additional operation and maintenance costs in 1996 will
range from $5 million to $7 million; however, this could change as a
result of PSE&G's further analysis of the steam generator tubes.

The Company incurs replacement power costs while the units are out of 
service of approximately $750,000 per month, per unit.  Such amounts vary, 
however, depending on the cost and availability of other Company-owned 
generation and the cost of purchased energy.  In 1995, the Company incurred 
estimated replacement power costs of approximately $8 million.  From the 
inception of the Salem unit outages through March 31, 1996, one-half of the 
estimated replacement power costs of approximately $14 million has been 
expensed and the other one-half has been deferred on the Company's
Consolidated Balance Sheet in expectation of future recovery.  During 1996, 
the Company plans to file a proposal with the DPSC, the Company's primary
rate jurisdiction, to address the recovery of replacement power costs.

                                     - 7 -

On February 27, 1996, the co-owners of Salem, including the Company, filed
a complaint in the United States District Court for the District of New Jersey
against Westinghouse Electric Corporation (Westinghouse), the designer and
manufacturer of the Salem steam generators.  The complaint, which seeks to 
recover from Westinghouse the costs associated with and resulting from the 
cracks discovered in Salem's steam generators and with replacing such steam
generators, alleges violations of federal and New Jersey Racketeer 
Influenced and Corrupt Organizations Acts, fraud, negligent 
misrepresentation, and breach of contract.  The Salem co-owners contend that
the recently-discovered degradation of the steam generators will prevent 
the steam generators from operating for a design life of 40 years.  The 
lawsuit asserts that the Salem steam generators ultimately will require 
replacement and these costs should be borne by Westinghouse and not the 
customers and shareholders of the Salem co-owners.  Westinghouse filed an 
answer and a $2.5 million counterclaim for unpaid work on April 30, 1996.  
The Company cannot predict the outcome of this lawsuit.

On March 5, 1996, the Company and PECO Energy Company (PECO) filed a 
complaint in the United States District Court for the Eastern District of 
Pennsylvania against Public Service Enterprise Group, Inc. (Enterprise) and
PSE&G.  The lawsuit alleges that the defendants failed to heed numerous
citations, warnings, notices of violations, and fines by the NRC as well as
repeated warnings from the Institute of Nuclear Power Operations about
performance, safety, and management problems at Salem and to take appropriate
corrective action.  The suit contends that as a result of these actions and
omissions, the Salem units were forced to shut down in 1995.  The suit asks
for compensatory damages for breach of contract, negligence, and punitive
damages, in amounts to be specified.  The Company cannot predict the 
outcome of this lawsuit.  A similar complaint has been filed against Enterprise
and PSE&G in the Superior Court of New Jersey by the remaining co-owner,
Atlantic City Electric Company.


4.  CONTINGENCIES
    -------------

Nuclear Insurance
- -----------------

In the event of an incident at any commercial nuclear power plant in the 
United States, the Company could be assessed for a portion of any third-
party claims associated with the incident.  Under the provisions of the 
Price Anderson Act, if third-party claims relating to such an incident 
exceed $200 million (the amount of primary insurance), the Company could 
be assessed up to $23.7 million for third-party claims.  In addition, 
Congress could impose a revenue-raising measure on the nuclear power 
industry to pay such claims.

The co-owners of the Peach Bottom Atomic Power Station (Peach Bottom) and 
Salem maintain property insurance coverage in the aggregate amount of 
$2.8 billion for each unit for loss or damage to the units, including 
coverage for decontamination expense and premature decommissioning.  The 
Company is self-insured, to the extent of its ownership interest, for its 
share of property losses in excess of insurance coverages.  Under the 
terms of the various insurance agreements, the Company could be assessed 
up to $5.4 million in any policy year for losses incurred at nuclear 
plants insured by the insurance companies.

The Company is a member of an industry mutual insurance company, which 
provides replacement power cost coverage in the event of a major 
accidental outage at a nuclear power plant.  The premium for this 
coverage is subject to retrospective assessment for adverse loss 
experience.  The Company's present maximum share of any assessment is 
$1.4 million per year.

                                     - 8 -

The property damage and replacement power policies discussed above do not
cover the operational problems and maintenance concerns, including the 
steam generator degradation, which caused PSE&G to remove Salem Units 1 
and 2 from operation and to keep the units shut down.

Environmental Matters
- ---------------------

As previously disclosed under "Hazardous Substances" on page I-19 of the 
Company's 1995 Annual Report on Form 10-K, the disposal of 
Company-generated hazardous substances can result in costs to clean up 
facilities found to be contaminated due to past disposal practices.  The 
Company is currently a potentially responsible party at three federal 
superfund sites and is alleged to be a third-party contributor at two 
other federal superfund sites.  The Company also has two former coal 
gasification sites in Delaware and one former coal gasification site in 
Maryland which are state superfund sites.  The Company is currently 
participating with the States of Delaware and Maryland in evaluating 
these sites to assess the extent of contamination and risk to the 
environment.  As of March 31, 1996, the Company had accrued a liability 
of $2 million representing its estimate of site study and cleanup costs 
for all of its federal and state superfund sites.

Other
- -----

The Company is involved in certain other legal and administrative 
proceedings before various courts and governmental agencies concerning 
rates, fuel contracts, tax filings, and other matters.  The Company 
expects that the ultimate disposition of these proceedings will not have 
a material effect on the Company's financial position or results of 
operations.


5.  SUPPLEMENTAL CASH FLOW INFORMATION
    ----------------------------------



                                      Three Months Ended
                                          March 31,
                                     -------------------
(Dollars in Thousands)                 1996       1995
                                     --------   --------
                                          
Cash paid for
  Interest, net of amounts
    capitalized                       $12,241    $12,151

  Income taxes, net of refunds         $5,387     $6,685


                                     - 9 -

6.  NONUTILITY SUBSIDIARIES
    -----------------------

The following presents condensed financial information of the Company's 
nonregulated wholly-owned subsidiaries: Delmarva Capital Investments, Inc.; 
Delmarva Energy Company; and Delmarva Industries, Inc.  A subsidiary that 
leases real estate to the Company's utility business, Delmarva Services 
Company, is excluded from these statements since its income is derived from 
intercompany transactions which are eliminated in consolidation.



                                   Three Months Ended
                                       March 31,
                                   ------------------
(Dollars in Thousands)               1996      1995
                                   --------  --------
                                       
Revenues and gains
  Landfill and waste hauling         $3,213    $3,183
  Operating services                  4,715     5,480
  Real estate                         1,816       226
  Leveraged leases                      149        94
  Other revenue                       3,414     3,164
                                     ------    ------
                                     13,307    12,147
                                     ------    ------

Cost and expenses
  Operating expenses                 10,074     9,126
  Interest expense, net                 169        74
  Income taxes                        1,011     1,048
                                     ------    ------
                                     11,254    10,248
                                     ------    ------

Net income                           $2,053    $1,899
                                     ======    ======


Earnings per share of common
  stock attributed to subsidiaries    $0.03     $0.03


                                     - 10 -

                     SELECTED FINANCIAL AND OPERATING DATA
                     -------------------------------------
                             (Dollars in Thousands)



                                                  3 Months Ended
                                                     March 31
                                            --------------------------
                                               1996            1995
                                            ----------      ----------
                                                      
ELECTRIC REVENUES
- -----------------

Residential                                   $109,303         $84,591
Commercial                                      68,473          58,801
Industrial                                      38,323          36,064
Resale                                          19,263          16,098
Other Sales Revenues (1)                        (5,742)         (1,825)
                                            ----------      ----------
Sales Revenues                                 229,620         193,729
Interchange Deliveries                          13,795          18,873
Miscellaneous Revenues                           3,524           2,807
                                            ----------      ----------
Total Electric Revenues                       $246,939        $215,409
                                            ==========      ==========

ELECTRIC SALES
  (1000 kWh)
- --------------

Residential                                  1,359,827       1,040,004
Commercial                                   1,007,861         877,659
Industrial                                     814,263         801,045
Resale                                         402,179         320,242
Other sales (2)                               (100,206)        (47,187)
                                            ----------      ----------
Total Electric Sales                         3,483,924       2,991,763
                                            ==========      ==========

GAS REVENUES
- ------------

Sales (1)                                      $44,829         $41,590
Gas Transportation Revenues                        361             482
Miscellaneous Revenues                             501             119
                                            ----------      ----------
Total Gas Revenues                             $45,691         $42,191
                                            ==========      ==========

GAS SALES AND GAS TRANSPORTED
  (1000 mcf)
- -----------------------------

Sales (2)                                        7,936           7,201
Gas Transported                                    670             737
                                            ----------      ----------
Total                                            8,606           7,938
                                            ==========      ==========



                                                  March 31, 1996                December 31, 1995
                                            --------------------------      --------------------------
                                                 $               %               $               %
                                            ----------      ----------      ----------      ----------
                                                                                
CAPITALIZATION
- --------------

Variable Rate Demand Bonds (3)                 $86,500             4.2         $86,500             4.3
Long-Term Debt                                 853,585            41.8         853,904            42.0
Preferred Stock                                168,085             8.2         168,085             8.3
Common Stockholders' Equity                    931,844            45.8         923,440            45.4
                                            ----------      ----------      ----------      ----------
Total                                       $2,040,014           100.0      $2,031,929           100.0
                                            ==========      ==========      ==========      ==========


(1)  Includes unbilled revenues.
(2)  Includes unbilled sales.
(3)  The Company intends to use the bonds as a source of long-term financing
     as discussed in Note 12 to the Consolidated Financial Statements of the
     1995 Annual Report.

                                     - 11 -

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                ------------------------------------------------


EARNINGS SUMMARY
- ----------------

The earnings per average share of common stock attributed to the core 
utility business and nonutility subsidiaries are shown below.



                              Three Months
                                 Ended
                            ----------------
                            3/31/96  3/31/95
                            -------  -------
                               

Core Utility                  $0.51    $0.52
Nonutility Subsidiaries        0.03     0.03
                              -----    -----
                              $0.54    $0.55
                              =====    =====


For the three months ended March 31, 1996, compared to the same period a 
year ago, earnings per share decreased $0.01.  The current year period 
reflects increased revenues from colder winter weather offset primarily by 
higher expenses associated with the extended outage at Salem.  The higher 
Salem expenses reduced earnings by $0.07 per share and were comprised of 
additional operation and maintenance expenses ($0.04 per share) and 
replacement power costs ($0.03 per share).  Refer to Note 3 to the 
Consolidated Financial Statements for additional information concerning the 
Salem outage.

Operating results from the Conowingo District, which began in June 1995, 
had a minimal impact on earnings, as expected.


STRATEGIC PLANS FOR COMPETITION
- -------------------------------

Wholesale (Resale) Business
- ---------------------------

In March 1996, Old Dominion Electric Cooperative (ODEC), the Company's
largest resale customer, issued a request for proposals that could 
eventually replace ODEC's capacity and energy agreements with its current 
suppliers, including a partial requirements agreement with the Company.  
The Company plans to submit a proposal to ODEC to provide all or part of 
the load currently supplied by the Company as well as the additional load 
currently supplied by another utility.  ODEC is expected to make a decision 
in this matter in the fourth quarter of this year.

The Company has extended termination notice provisions with ODEC which 
provide the Company with the opportunity to manage the financial impact of 
any reduction in ODEC's load.  The extended notice provisions require ODEC
to provide the Company with two years' notice for up to a 30% load
reduction and five years' notice for load reductions greater than 30%.  To
date, ODEC has not given notice of its intent to terminate any portion of 
service provided by the Company.  Should any portion of the Company's
service to ODEC be reduced under the notice provisions, the Company's
earnings would not be impacted until late 1998 or 1999.

In 1995, total revenues from ODEC represented 3.8% of the Company's total
sales revenues, and non-fuel (base rate) revenues from ODEC were 
approximately $24 million.  Should any portion of the Company's service to
ODEC be reduced, the decrease in non-fuel revenues would be partially 
offset by transmission wheeling revenues and the avoidance of costs 
associated with short-term capacity purchases which are expected to be made 
in the future to supply a portion of ODEC's load.

                                     - 12 -

Retail Business
- ---------------

In February 1996, the Company made presentations to the Delaware and 
Maryland Public Service Commissions (DPSC and MPSC, respectively) to 
propose the formation of a collaborative to address changes in the 
regulation of the electric utility industry.  The Company's objective is to
work together with the Commissions and other interested parties in order to 
develop a blueprint to move toward increased customer choice, i.e. the 
ability of all retail customers to gain direct access to market-priced 
electricity from the suppliers of their choice.  The collaborative process 
would address issues such as retail wheeling, stranded investment, rate 
redesign, and alternative forms of regulation, such as performance-based 
regulation.

A letter filing was made with the MPSC on March 1, 1996.  On March 27, 
1996, the MPSC concluded that:  (1) the Company be encouraged to institute 
an informal forum to pursue a detailed study of the feasibility of 
implementing retail competition within its service territory; (2) the MPSC 
will accept a report by October 30, 1996 on the results of the forum and 
related recommendations; and (3) the MPSC's staff will participate in the
process, and the Office of the People's Counsel is encouraged to
participate as well.

On April 9, 1996, the Company filed a Motion with the DPSC for 
establishment of a Forum to examine the merits of and the methods for 
allowing customers to choose their electricity suppliers.  On April 16, 
1996, the DPSC issued its Order establishing the Forum.  The Order adopts 
the Company's proposal to arrange seminars with electric utility industry
and other experts representing a variety of viewpoints on the significant 
issues raised by allowing customer choice.  Thereafter, Forum participants 
will address the various issues, including:  public utility corporate 
structures; retail wheeling rates, terms, and conditions, including the 
issue of reciprocity; transition period public utility and customer 
obligations, including prices for current generating capacity and output, 
and the issue of stranded investment; performance-based regulation of 
delivery services; and specific transition mechanisms to allow customer 
choice, including interim rate design improvements.  Forum participants 
will then submit a report to the DPSC by December 31, 1996.  The report 
will describe the significant issues raised by allowing customer choice, 
detail proposed solutions to those issues, and identify changes to existing 
rules and laws which may be necessary to allow customer choice.

Refer to Part II of this Report on Form 10-Q for an update on matters 
previously disclosed in the Company's 1995 Annual Report on Form 10-K
regarding the Company's proposed special contract rate tariffs.

Other
- -----

Refer to Part II of this Report on Form 10-Q for a discussion of two 
recently issued rulings from the Federal Energy Regulatory Commission
(FERC), which encourage competition in the electric utility industry.

                                     - 13 -

ELECTRIC REVENUES AND SALES
- ---------------------------

Details of the changes in the various components of electric revenues for 
the three months ended March 31, 1996 as compared to the same period in 
1995 are shown below (dollars in millions):



                                       
        Non-fuel (Base Rate) Revenues
          Retail Sales Volume             $25.2
          Resale Sales Volume               0.7
          Increased Rates                   1.4
        Fuel Revenues                       8.6
        Interchange Delivery Revenues      (5.1)
	Other Operating Revenues	    0.7
                                          -----
               Total                      $31.5
                                          =====


Non-fuel revenues increased $25.2 million from retail sales volume due to a 
15.4% increase in retail kilowatt-hour (kWh) sales, which resulted 
primarily from Conowingo District sales beginning June 19, 1995.  Excluding 
the Conowingo District, retail sales increased 6.7%, mainly due to the 
effects of colder winter weather and a strong economy in the Company's
service territory.  Excluding the Conowingo District, billed sales to 
residential and commercial customers increased 17.0% and 7.8%, 
respectively, while industrial sales decreased 3.0%, mainly due to a large 
customer's temporary curtailment in production resulting from an equipment
problem.

Non-fuel revenues increased $0.7 million from resale sales volume due to a 
25.6% increase in resale sales, resulting from colder winter weather and 
the Company providing its Delaware municipal customers with a portion of 
their load that had been supplied by sources other than the Company.  
Changes in resale sales have less of an impact on non-fuel revenues than 
changes in retail sales, since average resale non-fuel rates are 
significantly lower than average retail non-fuel rates.

The $1.4 million increase in non-fuel revenues from increased rates 
resulted from a $4.5 million annual increase in Delaware effective May 1, 
1995.

Electric fuel costs billed to customers, or fuel revenues, generally do not 
affect net income, since the expense recognized as fuel costs is adjusted 
to match the fuel revenues.  The amount of under- or over-recovered fuel 
costs is deferred until it is subsequently recovered from or returned to 
utility customers.  Fuel revenues increased $8.6 million primarily due to 
higher sales.

Interchange delivery revenues are reflected in the calculation of rates 
charged to customers under fuel adjustment clauses and, thus, generally do 
not affect net income.  Interchange delivery revenues benefit customers by 
reducing the effective cost of fuel billed to customers. Interchange 
delivery revenues decreased $5.1 million primarily due to the reduced 
availability of certain of the Company's generating units.


GAS REVENUES, SALES, AND TRANSPORTATION
- ---------------------------------------

Total gas revenues increased $3.5 million because of a $2.4 million 
increase in non-fuel revenues and a $1.1 million increase in fuel revenues.  
Non-fuel and fuel revenues increased primarily due to a 15.5% increase in 
firm gas sales as a result of colder winter weather.

                                     - 14 -

ELECTRIC FUEL AND PURCHASED POWER EXPENSES
- ------------------------------------------

Electric fuel and purchased power expenses increased $7.8 million for the 
following reasons: (1) Expenses increased $24.1 million due to a higher
average cost per kWh of output, which primarily was due to higher gas and 
oil commodity prices and the increased use of higher-priced purchased power 
as a result of higher demand coupled with the reduced availability of 
certain of the Company's generating units; (2) Expenses increased $3.2
million due to increased kWh output, which resulted from stronger sales 
demand; and (3) Expenses decreased $19.5 million due to variances in fuel 
costs deferred and subsequently amortized under the Company's fuel
adjustment clauses.

The kWh output required to serve load within the Company's service 
territory is substantially equivalent to total output less interchange 
deliveries.  For the three months ended March 31, 1996, the Company's
output for load within its service territory was provided by 33% coal 
generation, 29% net purchased power, 28% oil and gas generation, and 10% 
nuclear generation.


OPERATION, MAINTENANCE, AND DEPRECIATION EXPENSES
- -------------------------------------------------

Operation and maintenance expense increased $19.5 million as a result of 
the following factors:  $8.6 million of capacity purchase charges under a 
long-term contact with PECO, which was entered into concurrently with the 
Company's purchase of COPCO; $4.0 million related to the Salem outage; $1.5
million related to the Conowingo District; and $5.4 million of other costs, 
which consisted primarily of higher maintenance costs at Company-owned 
power plants associated with the timing of plant maintenance outages 
between periods.  Total maintenance costs at Company-owned plants for all 
of 1996 are expected to be in line with 1995 amounts.

Depreciation expense increased $2.8 million, primarily due to higher 
utility plant balances including that of the Conowingo District.


UTILITY FINANCING COSTS--INTEREST EXPENSE
- -----------------------------------------

Interest expense increased $2.4 million, primarily due to the issuance of 
long-term debt to acquire COPCO.


LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------

Net cash provided by operating activities decreased $15.0 million, 
primarily due to the under-recovery of fuel costs in the current three-
month period and the over-recovery of fuel costs in the prior three-month 
period.

For the three months ended March 31, 1996, utility construction 
expenditures were $27 million compared to $22 million for the same period 
last year.  Internally generated funds (net cash provided by operating 
activities less common and preferred dividends) significantly exceeded the 
cash required for construction in both periods.

                                     - 15 -

RATIO OF EARNINGS TO FIXED CHARGES
- ----------------------------------

The Company's ratios of earnings to fixed charges under the Securities and 
Exchange Commission (SEC) Method are shown below:



                                            12 Months
                                              Ended
                                            March 31,              Year Ended December 31,
                                              1996        -----------------------------------------------
                                            ---------      1995      1994      1993      1992      1991
                                                          -------  --------  --------  --------  --------
                                                                               

Ratio of Earnings to Fixed Charges
      (SEC Method)........................    3.46           3.54      3.49      3.47      3.03      2.58
Ratio of Earnings to Fixed Charges
      (SEC Method) as Adjusted............                             3.74                2.78


Adjusted ratios reflect the following pre-tax amounts; for 1994, the 
exclusion of a $17.5 million early retirement offer charge and, for 1992, 
the exclusion of an $18.5 million gain from the Company's share of a 
settlement reached in the lawsuit against PECO in connection with the 
shutdown of Peach Bottom.

Under the SEC Method, earnings, including Allowance for Funds Used During 
Construction (AFUDC), have been computed by adding income taxes and fixed 
charges to net income.  Fixed charges include gross interest expense and 
the estimated interest component of rentals.  Net income and income taxes 
related to the cumulative effect of a change in accounting for unbilled 
revenues recorded in 1991 are excluded from the computation of these 
ratios.

                                     - 16 -

                           PART II. OTHER INFORMATION
                           --------------------------


Item 5. Other Information
- -------------------------


A)	Salem Nuclear Generating Station
        --------------------------------

	For an update on matters concerning Salem, refer to Note 3 to the 
        Consolidated Financial Statements and Management's Discussion and
        Analysis of Financial Condition and Results of Operations.


B)	Special Contract Rate Tariffs
        -----------------------------

        The following is an update to matters disclosed in the Company's 1995
        Annual Report on Form 10-K under "Regulatory and Rate Matters--Other
        Regulatory Matters."  On April 16, 1996, the DPSC approved the
        Company's Economic Development Rate and Negotiated Contract Rate
        Tariffs.


C)	Recent FERC Rulings
        -------------------

        The following is an update to matters disclosed in the Company's 1995
        Annual Report on Form 10-K under "Strategic Plans for Competition--
        Electric Resale Business."  On April 24, 1996, the FERC issued two
        closely related rules.  The first rule, Order No. 888, requires
        electric utilities to provide open access to their transmission
        systems under non-discriminatory tariffs available to all wholesale
        sellers and buyers of electricity.  Utilities are required to offer
        transmission services comparable to the services they provide to
        themselves and to take transmission services under the same tariffs
        applied to their transmission customers.  The rule also provides for
        the recovery of stranded costs associated with wholesale requirements
        contracts under certain circumstances and states that stranded costs
        resulting from retail markets are subject to the jurisdiction of state
        regulatory commissions.

        The second rule, Order No. 889, is designed to ensure that
        transmission owners and their affiliates do not have an unfair
        competitive advantage in using transmission to sell power.  The rule
        requires utilities to obtain information about their transmission
        system for their own wholesale power transactions, such as available
        capacity, in the same way as their competitors do--via an electronic
        system (Open Access Same-time Information System (OASIS)) on the
        Internet.  The rule also requires utilities to functionally separate
        their wholesale power marketing and transmission functions.


D)      Power Outage
        ------------

        At approximately 10:00 a.m. on May 14, 1996, the Company experienced
        an equipment problem at a major interconnection substation serving
        the Delmarva peninsula.  As a result, electric service was lost to
        approximately 300,000 customers, including customers served by resale
        customers of the Company, in the southern part of Delaware and the
        eastern shore of Maryland and Virginia.  Electric service was
        restored throughout the day with restoration of power completed by
        approximately 5:30 p.m. on May 14, 1996.

                                     - 17 -

Item 6.  Exhibits and Reports on Form 8-K
- -----------------------------------------

A)	Exhibits
        --------

Exhibit 12, Computation of Ratio of Earnings to Fixed Charges.
Exhibit 27, Financial Data Schedule.

B)	Reports on Form 8-K
        -------------------

A Report on Form 8-K dated February 22, 1996, updating matters related to 
Salem Units 1 and 2 previously reported, was filed with the Commission.

                                     - 18 -

                                   SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the 
registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.




                                       Delmarva Power & Light Company
                                       ------------------------------
                                                (Registrant)




Date:     May 15, 1996                   /s/ B. S. Graham
        ----------------               ------------------------------------
                                       B. S. Graham, Senior Vice President,
                                       Treasurer, and Chief Financial Officer

                                     - 19 -

                                 EXHIBIT INDEX
  




                                                           Exhibit   Page
                                                           Number    Number
                                                           ------    ------

Computation of ratio of earnings to fixed charges            12        21

Financial Data Schedule                                      27        22

                                     - 20-